FOR IMMEDIATE RELEASE
MULTI-PARTY AGREEMENT CREATES SUPERIOR VALUE FOR FORDING
SHAREHOLDERS
$35.00 PER SHARE, CASH COMPONENT OF $21.75 PER SHARE PLUS 0.379 OF A UNIT PLUS
SPECIAL DISTRIBUTIONS TOTALLING $1.48 PER UNIT
FORDING, TECK COMINCO AND SHERRITT/TEACHERS'/CONSOL TO COMBINE ASSETS TO
FORM A MAJOR WORLD COMPETITOR IN METALLURGICAL COAL
CALGARY -- JANUARY 13, 2003 -- The Boards of Directors of Fording Inc.
(TSX/NYSE: FDG), Teck Cominco Limited (TSX: TEK.A, TEK.B), Westshore Terminals
Income Fund (TSX: WTE.UN) and Sherritt Coal Partnership II, a partnership of
Sherritt International Corporation (TSX: S) and Ontario Teachers' Pension Plan,
today announced an agreement to combine the metallurgical coal assets of
Fording, Teck Cominco and the Luscar Energy Partnership as part of a series of
transactions that will see Fording Inc. converted into the Fording Canadian Coal
Trust (the "Fording Trust") under a plan of arrangement.
The multi-party agreement will provide Fording shareholders with the choice,
subject to pro-ration, of receiving:
1. $35.00 cash per share, to a maximum cash consideration of $1.05
billion; or
2. One unit of the Fording Trust per share to a maximum of approximately
21.4 million units; or
3. A combination of cash and units subject to the maximums described
above.
In addition to Fording Trust's regular quarterly distributions, holders of units
will also be entitled to receive a special distribution of $1.48 per unit,
payable as to one half with each of the first two quarterly regular
distributions made by the Fording Trust to unitholders of record at these times.
Each special distribution will be in addition to Fording Trust's regular
quarterly distribution.
Teachers' will elect to receive units for each of the approximately 3.2 million
Fording shares it owns. If all other shareholders elect to receive cash for
their Fording shares, they will receive $21.75 in cash, 0.379 of a unit of
Fording Trust for each Fording share plus $1.48 in total for each full unit from
the additional special distributions. On completion of the transaction,
approximately 47.1 million units would be outstanding.
As part of the agreement, Sherritt Coal Partnership II has agreed to withdraw
its amended offer dated January 6, 2003, and return any and all shares tendered
to that offer to the original holders.
The agreement builds on the previous transaction announced by Fording, Teck
Cominco and Westshore Terminals with the added participation of Sherritt,
Teachers' and CONSOL Energy Inc. The completion of the transaction is subject to
customary conditions including receipt of customary regulatory approvals.
"Even before this process began in October, our commitment has always been to
unlock the value in Fording for our shareholders. This agreement fulfills our
commitment and deserves the support of all Fording shareholders," said Xxxxxxx
Xxxxxxxx, Chairman of Fording Inc. "It allows shareholders to realize a
significant cash component for their Fording shares while also providing the
opportunity to continue as investors in the preeminent Canadian producer of
metallurgical coal."
The Agreement will result in the consolidation of metallurgical coal operations
in British Columbia's Elk Valley, providing even greater opportunities for
operational and marketing synergies than those available under any previous
proposal presented to Fording shareholders.
The coal partnership contemplated by the agreement will be the world's second
largest metallurgical coal company, producing approximately 20% of global
seaborne high-quality metallurgical coal and with estimated 2003 sales of
approximately 25 million tonnes compared with Fording's 14 million tonnes.
ARRANGEMENT STRUCTURE
As with the previously proposed combination, Fording Trust will hold an interest
in a coal partnership that will hold Fording's and Teck Cominco's metallurgical
coal assets, and to which will be added the metallurgical coal assets of Luscar
and CONSOL. The Luscar/CONSOL assets consist of the Line Creek mine, the Luscar
mine, the undeveloped Cheviot deposit and a 46.4% interest in Neptune Bulk
Terminals (Canada) Ltd.
Fording Trust will initially hold a 65% interest in the coal partnership and
100% of Fording's industrial minerals business. Teck Cominco will contribute its
metallurgical coal assets, including the Elkview mine and $125 million to the
partnership for an initial 35% interest. As manager of the coal partnership,
Teck Cominco will have the right to earn up to an additional 5% interest over a
four-year period, bringing its interest to 40%, if the partnership achieves
specified operating synergies.
Teck will no longer have the right to exchange its interest in the coal
partnership into units of the Fording Trust.
Existing Fording shareholders, other than Teachers', will hold 18.3 million
units of Fording Trust representing 38.8% of the trust. (All trust ownership
percentages assume full cash election).
Sherritt Coal Partnership II will invest $375 million comprised of an investment
of $275 million by Teachers' and $100 million by Sherritt, and will own a 22.7%
interest in Fording Trust. Because Teachers' has agreed to accept all units for
its 3.2 million Fording shares, it will hold a 6.7% interest in Fording Trust
directly.
Teck Cominco and Westshore Terminals will each invest $150 million in Fording
Trust units and each will own 9.1% of Fording Trust. The coal partnership also
will enter into a long-term port services contract with Westshore Terminals on
commercial terms previously negotiated between Fording and Westshore.
Luscar and CONSOL will each receive 3.2 million units of Fording Trust in
exchange for their contribution of assets, resulting in each having a 6.8%
interest.
Fording Trust is expected to have pro forma consolidated capitalization of
approximately $2.0 billion including pro forma consolidated debt of
approximately $336 million, before working capital. Fording's existing foreign
exchange hedge contracts will remain in place.
Sherritt Coal Partnership II will purchase all of Fording's prairie coal
operations and assets for $225 million. The Fording Trust will retain a royalty,
capped at a maximum of 5% of gross revenue, on production from certain coal
properties included in the sale.
Upon successful completion of the transaction, Fording has agreed to pay the
expenses incurred by Teck Cominco, Westshore Terminals and Sherritt Coal
Partnership II in carrying out the various transactions required to form the new
trust, to a maximum of $75 million.
The Board of Directors of Fording Inc. has received the opinion of its financial
advisors, RBC Capital Markets, that the consideration under the plan of
arrangement is fair, from a financial point of view, to Fording shareholders.
The Board of Directors of Fording unanimously recommends that shareholders vote
in favour of the new plan of arrangement.
Fording shareholders will vote on a revised plan of arrangement to effect the
proposed transaction at a special meeting to be scheduled shortly with the
intention of completing the transaction in February 2003. They will shortly
receive a supplement to Fording's information circular, including the reasons
for the Board's recommendation that shareholders approve the plan.
Fording expects that the combination, with its greater potential for synergies,
will result in significantly enhanced distributable cash flow per unit compared
with any of the previous alternatives presented to shareholders.
Since the closing of the plan of arrangement is expected to be deferred to
February 2003, the level of distributable cash for the first quarter will not
reflect the full benefits of the trust structure.
The Fording Trust will have strong corporate governance features that meet the
highest standards of independence. Fording Trust will have a majority of
independent trustees and its operating company will have a majority of
independent board members.
The Chairman and Chief Executive Officer of the Fording Trust will be Xxxxxxx
Xxxxxxx, who is currently an independent director of Fording. Xxx Xxxxxxxx will
be President and Chief Executive Officer of the coal partnership and will be
President of the Fording Trust.
Xxx X. Xxxxxxx, Chairman of Sherritt commented: "We are pleased that the process
we commenced in October has led to such a successful result for Sherritt while
at the same time contributing to the rationalization of the Canadian coal
industry. This consolidation transaction permits Sherritt to leverage its
investment in each of its metallurgical and thermal coal businesses. The
addition of the Fording Prairie operations and its substantial reserves
complement Luscar's already significant thermal coal position. By adding the
stable, long-term cash flow of the Genesee operation and the royalty income from
the thermal coal lands, Luscar's cash flow will be strengthened and will become
a larger influence on Sherritt's overall results. The consolidation of our
metallurgical operation with those of our new partners offers the prospect of
more efficient operations and a more substantial presence in the international
marketplace."
"Teachers' is pleased to have been the catalyst for the creation of this new
trust, which brings together Canada's premier metallurgical coal mining
properties," said Xxxxx X. Xxxxxx, Senior Vice-President of Global Active
Equities for Teachers'. "The high quality of the coal produced, the long life of
the reserve base, the prominent position the Fording Trust will have in
international metallurgical coal markets and the wealth of experience available
to manage these assets, makes the Fording Trust a benefit to Canada and an
attractive investment for Teachers'. Investors will be able to participate in a
trust that will have a sound capital structure with excellent corporate
governance. We intend to fully support this new plan and will exchange our
Fording shares for units."
Xxxxx Xxxxxxxx, Deputy Chairman and Chief Executive Officer of Teck Cominco
Limited said: "The agreement announced today creates a world class competitor in
the metallurgical coal industry. Teck Cominco, as manager of the coal
partnership, looks forward to creating substantial value through operating
efficiencies and other synergies. This transaction furthers our diversification
strategy, adding a substantial stake in a 25 million tonne coal producer to our
existing base metal and other interests."
Westshore Terminals Income Fund Chairman Xxxxxxx Xxxxxxx added: "Westshore is
pleased to make a significant investment in units of this exciting new trust and
to have played a supporting role in bringing together Canada's three principal
metallurgical coal companies, all of which have been key customers at the
Westshore coal terminal for over a quarter century. The scale and efficiencies
created by this agreement will benefit everyone involved."
"We are embarking on the most significant transformation in the history of the
Canadian coal industry," said Xxx Xxxxxxxx, President and Chief Executive
Officer of Fording Inc. "For the past several months, we have managed a process
that has resulted in substantial value realized for our shareholders. However,
on behalf of the management teams at each company, I want to assure all
employees of our commitment to making this transition as smooth as possible.
There will be changes, but we will all benefit from being part of a larger,
stronger and more competitive organization."
FORDING INC. is Canada's largest and most productive producer of export
metallurgical coal. Its three mines in southern British Columbia produce
high-quality metallurgical coal for the international steel industry. The
Company's Prairie Operations supply thermal coal to electrical utilities.
Fording is also the world's largest producer of the industrial mineral
wollastonite. Further information can be found at xxx.xxxxxxx.xx.
SHERRITT INTERNATIONAL CORPORATION is a widely held, diversified Canadian
resource company that operates in Canada and internationally. Sherritt's 97.7
million restricted voting shares and $600 million 6% convertible debentures
trade on the Toronto Stock Exchange under the symbols S and S.DB, respectively.
Further information can be found at xxx.xxxxxxxx.xxx.
ONTARIO TEACHERS' PENSION PLAN BOARD is one of Canada's largest financial
institutions and a member of the Canadian Coalition for Good Governance with net
assets as of June 30, 2002 of $68 billion. With a solid track record of
investment in Canada and worldwide, Teachers' has achieved an 11.7 percent
average rate of return since its investment program began in 1990. Teachers'
invests to secure the retirement income of approximately 154,000 elementary and
secondary school teachers and 88,500 retired teachers and their families. The
pension plan is co-sponsored by the Ontario government and the plan members who
are represented by the Ontario Teachers' Federation. Further information can be
found at xxx.xxxxx.xxx.
TECK COMINCO LIMITED is a diversified mining company, headquartered in
Vancouver, Canada, with assets totalling approximately $5 billion. Its shares
are listed on The Toronto Stock Exchange under the symbols TEK.A and TEK.B. The
company is a world leader in the production of zinc and its diversified
operations produce significant quantities of copper, coal and gold. The company
owns, or has interests in, eight operating mines and two refineries. Further
information can be found at xxx.xxxxxxxxxxx.xxx.
WESTSHORE TERMINALS INCOME FUND, created in 1996, owns Westshore Terminals Ltd.,
which operates Canada's leading coal export facility and the largest dry bulk
terminal on the west coast of the Americas. The Fund's units trade on The
Toronto Stock Exchange under the symbol WTE.UN. Further information is available
at xxx.xxxxxxxxx.xxx.
Certain information included in this document may be considered forward-looking.
Such forward-looking information involves numerous assumptions, inherent risks
and
uncertainties that could significantly affect anticipated results in the future
and, accordingly, such results may differ materially from those expressed in any
forward-looking information made by or on behalf of Fording, Sherritt
International, Teck Cominco and Westshore Terminals. Risks, uncertainties and
other factors are discussed in public filings of Fording, Sherritt
International, Teck Cominco and Westshore Terminals with the Canadian securities
regulatory authorities and, in the case of Fording, with the United States
Securities and Exchange Commission.
NOTICE OF CONFERENCE CALL AND WEBCAST:
Fording Inc. will host a conference call and webcast for investors to discuss
the agreement.
Date: Today, January 13, 2003
Time: 11:30 a.m. Eastern Time, 9:30 a.m. Mountain Time, 8:30 a.m. Pacific Time.
Dial-in numbers: 000-000-0000 or 0-000-000-0000 (No Passcode Required)
The call can also be heard through the companies' websites xxx.xxxxxxx.xx,
xxx.xxxxxxxxxxx.xx, and xxx.xxxxxxxx.xxx.
Participants will include:
From Fording Inc:
Xxxxxxx Xxxxxxxx, Chairman of the Board of Directors
Xxx Xxxxxxxx, President and Chief Executive Officer
Xxxxx Xxxxxxxx, Vice President and Chief Financial Officer
From Sherritt Coal Partnership II:
Xxx X. Xxxxxxx, Chairman, Sherritt International Corporation
Xxxxx X. Xxxxxx, Senior Vice-President of Global Active Equities,
Ontario Teachers' Pension Plan Board
From Teck Cominco Limited:
Xxxxx Xxxxxxxx, Deputy Chairman and Chief Executive Officer
From Westshore Terminals Income Fund:
Xxxxxxx Xxxxxxxxx, Trustee
A recording of the call will also be available until Midnight, Wednesday,
January 15, 2003 by dialing 1-416-640-1917 or 1-877-289-8525 and entering access
code 232992, followed by the pound key.
SEDAR: 00016654E
-30-
FOR FURTHER INFORMATION, CONTACT:
FORDING INC.
INVESTORS MEDIA
Xxxx Xxx, CA Xxxx Xxxx
Director, Investor Relations Lute & Company
Fording Inc. (000) 000 0000
(000) 000 0000 or (000) 000 0000 ex 222
SHERRITT COAL PARTNERSHIP II
Xxxxx Xxxxxxx
(000) 000-0000
TECK COMINCO LIMITED WESTSHORE TERMINALS INCOME FUND
Xxx Xxxxxxxx Xxxx Xxxxxxxxx
Director, Investor Relations (000) 000-0000
(000) 000-0000
